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Contractor and Subcontractor
1978 EDITION
Use with the latest edition of the appropriate AIA Documents as follows:
A101, Owner-Contractor Agreement -Stipulated Sum
A107, Abbreviated Owner-Contractor Agreement with General Conditions
A111, Owner-Contractor Agreement -Cost plus Fee
A201, General Conditions of the Contract for Construction.

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
This document has been approved and endorsed by the American Subcontractors Association
and the Associated Specialty Contractors, Inc.

AGREEMENT

made as of the day of in the year Nineteen
Hundred and
BETWEEN the Contractor:

and the Subcontractor:

The Project:

The Owner:

The Architect:

The Contractor and Subcontractor agree as set forth below.
Copyright 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, @ 1978 by the American Institute of Architects, 1735 New
York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions
without permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution.
AIA DOCUMENT A401 CONTRACTOR-SUBCONTRACTOR AGREEMENT ELEVENTH EDITION APRIL 1978 AIAS
@1978 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A401-1978 1

D-2

ARTICLE 1
THE CONTRACT DOCUMENTS
1.1 The Contract Documents for this Subcontract consist of this Agreement and any Exhibits attached hereto, the
Agreement between the Owner and Contractor dated as of the Conditions of the
Contract between the Owner and Contractor (General, Supplementary and other Conditions), the Drawings,
the Specifications, all Addenda issued prior to and all Modifications issued after execution of the Agreement
between the Owner and Contractor and agreed upon by the parties to this Subcontract. These form the Sub-
contract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein.
1.2 Copies of the above documents which are applicable to the Work under this Subcontract shall be furnished to
the Subcontractor upon his request. An enumeration of the applicable Contract Documents appears in Arti-
cle 15.

ARTICLE 2
THE WORK
2.1 The Subcontractor shall perform all the Work required by the Contract Documents for
(Here insert a precise description of the Work covered by this Subcontract and refer to numbers of Drawings and pages of Specifications including
Addenda, Modifications and accepted Alternates.)

ARTICLE 3
TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
3.1 The Work to be performed under this Subcontract shall be commenced
and, subject to authorized adjustments, shall be substantially completed not later than
(Here insert the specific provisions that are applicable to this Subcontract including any information pertaining to notice to proceed or other method
of modification for commencement of Work, starting and completion dates, or duration, and any provisions for liquidated damages relating to fail-
ure to complete on time.)

3.2 Time is of the essence of this Subcontract.
3.3 No extension of time will be valid without the Contractor's written consent after claim made by the Subcon-
tractor in accordance with Paragraph 11.10.

ARTICLE 4
THE CONTRACT SUM
4.1 The Contractor shall pay the Subcontractor in current funds for the performance of the Work, subject to addi-
tions and deductions authorized pursuant to Paragraph 11.9, the Contract Sum of
dollars ($
The Contract Sum is determined as follows:
(State here the base bid or other lump sum amount, accepted alternates, and unit prices, as applicable.)

ARTICLE 5
PROGRESS PAYMENTS
5.1 The Contractor shall pay the Subcontractor monthly progress payments in accordance with Paragraph 12.4 of
this Subcontract.
5.2 Applications for monthly progress payments shall be in writing and in accordance with Paragraph 11.8, shall
state the estimated percentage of the Work in this Subcontract that has been satisfactorily completed and shall
be submitted to the Conractor on or before the day of each month.
(Here insert details on (1) payment procedures and date of monthly application. or other proiiedure id on other than a monthly basis, (2) the basis
on which payment will be made on account of materials and equipment suitably stored at the site or other location agreed upon in writing, and (3)
any provisions consistent with the Contract Documents for limiting or reducing the amount retained alter the Work reaches a certain stage of com-
pletion.)

5.3 When the Subcontractor's Work or a designated portion thereof is substantially complete and in accordance with
the Contract Documents, the Contractor shall, upon application by the Subcontractor, make prompt application
for payment of such Work. Within thirty days following issuance by the Architect of the Certificate for Payment
covering such substantially completed Work, the Contractor shall, to the full extent provided in the Contract
Documents, make payment to the Subcontractor of the entire unpaid balance of the Contract Sum or of that
portion of the Contract Sum attributable to the substantially completed Work, less any portion of the funds for
the Subcontractor's Work withheld in accordance with the Certificate to cover costs of items to be completed
or corrected by the Subcontractor.
(Delete the above Paragraph if the Contract Documents do not provide for, and the Subcontractor agrees to forego, release of retainage for the
Subcontractor's Work prior to completion of the entire Project.)
5.4 Progress payments or final payment due and unpaid under this Subcontract shall bear interest from the date
payment is due at the rate entered below or, in the absence thereof, at the legal rate prevailing at the place of
the Project.
(Here insert any rate of interest agreed upon.)

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the
Owner's, Contractor's and Subcontractor's principal places of business, the location ol the Project and elsewhere may affect the validity of this
provision. Specific legal advice should be obtained with respect to deletion, modification, or other requirements such as written disclosures or
waivers.)

ARTICLE 6
FINAL PAYMENT
6.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be due when the Work de-
scribed in this Subcontract is fully completed and performed in accordance with the Contract Documents and
is satisfactory to the Architect, and shall be payable as follows, in accordance with Article 5 and with Paragraph
12.4 of this Subcontract:
(Here insert the relevant conditions under which or time in which final payment will become payable.)

6.2 Before issuance of the final payment, the Subcontractor, if required, shall submit evidence satisfactory to the
Contractor that all payrolls, bills for materials and equipment, and all known indebtedness connected with the
Subcontractor's Work have been satisfied.

ARTICLE 7
PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND
(Here insert any requirement for the furnishing of bonds by the Subcontractor.)

ARTICLE 8
TEMPORARY FACILITIES AND SERVICES
8.1 Unless otherwise provided in this Subcontract, the Contractor shall furnish and make available at no cost to the
Subcontractor the following temporary facilities and services:

ARTICLE 9
INSURANCE
9.1 Prior to starting work, the Subcontractor shall obtain the required insurance from a responsible insurer, and
shall furnish satisfactory evidence to the Contractor that the Subcontractor has complied with the requirements
of this Article 9. Similarly, the Contractor shall furnish to the Subcontractor satisfactory evidence of insurance
required of the Contractor by the Contract Documents.
9.2 The Contractor and Subcontractor waive all rights against each other and against the Owner, the Architect,
separate contractors and all other subcontractors for damages caused by fire or other perils to the extent cov-
ered by property insurance provided under the General Conditions, except such rights as they may have to the
proceeds of such insurance.
(Here insert any insurance requirements and Subcontractor's responsibility for obtaining. maintaining and paying for necessary insurance with lim-
its equalling or exceeding those specified in the Contract Documents and inserted below, or required by law. II applicable, this shall include fire
insurance and extended coverage, public liability, property damage, employer's liability, and workers' or workmen's compensation insurance for
the Subcontractor and his employees. The insertion should cover provisions for notice of cancellation, allocation of insurance proceeds, and other
aspects of insurance)

ARTICLE 10
WORKING CONDITIONS
(Here insert any applicable arrangements concerning working conditions and labor matters for the Project.)

ARTICLE 11
SUBCONTRACTOR
11.1 RIGHTS AND RESPONSIBILITIES
11.1.1 The Subcontractor shall be bound to the Contrac-
tor by the terms of this Agreement and, to the extent that
provisions of the Contract Documents between the
Owner and Contractor apply to the Work of the Subcon-
tractor as defined in this Agreement, the Subcontractor
shall assume toward the Contractor all the obligations
and responsibilities which the Contractor, by those Docu-
ments, assumes toward the Owner and the Architect, and
shall have the benefit of all rights, remedies and redress
against the Contractor which the Contractor, by those
Documents, has against the Owner, insofar as applicable
to this Subcontract, provided that where any provision of
the Contract Documents between the Owner and Con-
tractor is inconsistent with any provision of this Agree-
ment, this Agreement shall govern.
11.1.2 The Subcontractor shall not assign this subcon-
tract without the written consent of the Contractor, nor
subcontract the whole of this Subcontract without the
written consent of the Contractor, nor further subcontract
portions of this Subcontract without written notification
to the Contractor when such notification is requested by
the Contractor. The Subcontractor shall not assign any
amounts due or to become due under this Subcontract
without written notice to the Contractor.
11.2 EXECUTION AND PROGRESS OF THE WORK
11.2.1 The Subcontractor agrees that the Contractor's
equipment will be available to the Subcontractor only at
the Contractor's discretion and on mutually satisfactory
terms.
11.2.2 The Subcontractor shall cooperate with the Con-
tractor in scheduling and performing his Work to avoid
conflict or interference with the work of others.
11.2.3 The Subcontractor shall promptly submit shop
drawings and samples required in order to perform his
Work efficiently, expeditiously and in a manner that will
not cause delay in the progress of the Work of the Con-
tractor or other subcontractors.
11.2.4 The Subcontractor shall furnish periodic progress
reports on the Work as mutually agreed, including infor-
mation on the status of materials and equipment under
this Subcontract which may be in the course of prepara-
tion or manufacture.
11.2.5 The Subcontractor agrees that all Work shall be
done subject to the final approval of the Architect. The
Architect's decisions in matters relating to artistic effect
shall be final if consistent with the intent of the Contract
Documents.
11.2.6 The Subcontractor shall pay for all materials,
equipment and labor used in, or in connection with, the
performance of this Subcontract through the period cov-
ered by previous payments received from the Contractor,
and shall furnish satisfactory evidence, when requested

by the Contractor, to verify compliance with the above
requirements.
11.3 LAWS, PERMITS, FEES AND NOTICES
11.3.1 The Subcontractor shall give all notices and com-
ply with all laws, ordinances, rules, regulations and orders
of any public authority bearing on the performance of
the Work under this Subcontract. The Subcontractor shall
secure and pay for all permits and governmental fees, li-
censes and inspections necessary for the proper execution
and completion of the Subcontractor's Work, the furnish-
ing of which is required of the Contractor by the Contract
Documents.
11.3.2 The Subcontractor shall comply with Federal,
State and local tax laws, social security acts, unemploy-
ment compensation acts and workers' or workmen's com-
pensation acts insofar as applicable to the performance
of this Subcontract.
11.4 WORK OF OTHERS
11.4.1 In carrying out his Work, the Subcontractor shall
take necessary precautions to protect properly the fin-
ished work of other trades from damage caused by his
operations.
11.4.2 The Subcontractor shall cooperate with the Con-
tractor and other subcontractors whose work might inter-
fere with the Subcontractor's Work, and shall participate
in the preparation of coordinated drawings in areas of
congestion as required by the Contract Documents, speci-
fically noting and advising the Contractor of any such
interference.
11.5 SAFETY PRECAUTIONS AND PROCEDURES
11.5.1 The Subcontractor shall take all reasonable safety
precautions with respect to his Work, shall comply with
all safety measures initiated by the Contractor and with
all applicable laws, ordinances, rules, regulations and or-
ders of any public authority for the safety of persons or
property in accordance with the requirements of the
Contract Documents. The Subcontractor shall report
within three days to the Contractor any injury to any of
the Subcontractor's employees at the site.
11.6 CLEANING UP
11.6.1 The Subcontractor shall at all times keep the
premises free from accumulation of waste materials or
rubbish arising out of the operations of this Subcontract.
Unless otherwise provided, the Subcontractor shall not be
held responsible for unclean conditions caused by other
contractors or subcontractors.
11.7 WARRANTY
11.7.1 The Subcontractor warrants to the Owner, the
Architect and the Contractor that all materials and equip-
ment furnished shall be new unless otherwise specified,
and that all Work under this Subcontract shall be of good
quality, free from faults and defects and in conformance
with the Contract Documents. All Work not conforming
to these requirements, including substitutions not prop-
erly approved and authorized, may be considered defec-

tive. The warranty provided in this Paragraph 11.7 shall
be in addition to and not in limitation of any other war-
ranty or remedy required by law or by the Contract Doc-
uments.
11.8 APPLICATIONS FOR PAYMENT
11.8.1 The Subcontractor shall submit to the Contractor
applications for payment at such times as stipulated in
Article 5 to enable the Contractor to apply for payment.
11.8.2 If payments are made on the valuation of Work
done, the Subcontractor shall, before the first application,
submit to the Contractor a schedule of values of the
various parts of the Work aggregating the total sum of
this Subcontract, made out in such detail as the Sub-
contractor and Contractor may agree upon or as required
by the Owner, and supported by such evidence as to its
correctness as the Contractor may direct. This schedule,
when approved by the Contractor, shall be used only as
a basis for Applications for Payment, unless it be found
to be in error. In applying for payment, the Subcontractor
shall submit a statement based upon this schedule.
11.8.3 If payments are made on account of materials or
equipment not incorporated in the Work but delivered
and suitably stored at the site or at some other location
agreed upon in writing, such payments shall be in accord-
ance with the terms and conditions of the Contract Doc-
uments.
11.9 CHANGES IN THE WORK
11.9.1 The Subcontractor may be ordered in writing by
the Contractor, without invalidating this Subcontract, to
make changes in the Work within the general scope of
this Subcontract consisting of additions, deletions or
other revisions, the Contract Sum and the Contract Time
being adjusted accordingly. The Subcontractor, prior to
the commencement of such changed or revised Work,
shall submit promptly to the Contractor written copies of
any claim for adjustment to the Contract Sum and Con-
tract Time for such revised Work in a manner consistent
with the Contract Documents.
11.10 CLAIMS OF THE SUBCONTRACTOR
11.10.1 The Subcontractor shall make all claims prompt-
ly to the Contractor for additional cost, extensions of
time, and damages for delays or other causes in accord-
ance with the Contract Documents. Any such claim which
will affect or become part of a claim which the Contrac-
tor is required to make under the Contract Documents
within a specified time period or in a specified manner
shall be made in sufficient time to permit the Contractor
to satisfy the requirements of the Contract Documents.
Such claims shall be received by the Contractor not less
than two working days preceding the time by which the
Contractor's claim must be made. Failure of the Subcon-
tractor to make such a timely claim shall bind the Sub-
contractor to the same consequences as those to which
the Contractor is bound.
11.11 INDEMNIFICATION
11.11.1 To the fullest extent permitted by law, the Sub-
contractor shall indemnify and hold harmless the Owner
the Architect and the Contractor and all of their agents
and employees from and against all claims, damages,
losses and expenses, including but not limited to attor-

ney's fees, arising out of or resulting from the perform-
ance of the Subcontractor's Work under this Subcontract,
provided that any such claim, damage, loss, or expense is
attributable to bodily injury, sickness, disease, or death,
or to injury to or destruction of tangible property (other
than the Work itself) including the loss of use resulting
therefrom, to the extent caused in whole or in part by any
negligent act or omission of the Subcontractor or anyone
directly or indirectly employed by him or anyone for
whose acts he may be liable, regardless of whether it is
caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, or abridge, or
otherwise reduce any other right or obligation of indem-
nity which would otherwise exist as to any party or per-
son described in this Paragraph 11.11.
11.11.2 In any and all claims against the Owner, the
Architect, or the Contractor or any of their agents or
employees by any employee of the Subcontractor, any-
one directly or indirectly employed by him or anyone
for whose acts he may be liable, the indemnification obli-
gation under this Paragraph 11.11 shall not be limited in
any way by any limitation on the amount or type of
damages, compensation or benefits payable by or for the
Subcontractor under workers' or workmen's compensa-
tion acts, disability benefit acts or other employee bene-
fit acts.
11.11.3 The obligations of the Subcontractor under this
Paragraph 11.11 shall not extend to the liability of the
Architect, his agents or employees arising out of (1) the
preparation or approval of maps, drawings, opinions, re-
ports, surveys, Change Orders, designs or specifications,
or (2) the giving of or the failure to give directions or in-
structions by the Architect, his agents or employees pro-
vided such giving or failure to give is the primary cause
of the injury or damage.
11.12 SUBCONTRACTOR'S REMEDIES
11.12.1 If the Contractor does not pay the Subcontractor
through no fault of the Subcontractor, within seven days
from the time payment should be made as provided in
Paragraph 12.4, the Subcontractor may, without prejudice
to any other remedy he may have, upon seven additional
days' written notice to the Contractor, stop his Work un-
til payment of the amount owing has been received. The
Contract Sum shall, by appropriate adjustment, be in-
creased by the amount of the Subcontractor's reasonable
costs of shutdown, delay and start-up.

ARTICLE 12
CONTRACTOR
12.1 RIGHTS AND RESPONSIBILITIES
12.1.1 The Contractor shall be bound to the Subcontrac-
tor by the terms of this Agreement, and to the extent that
provisions of the Contract Documents between the
Owner and the Contractor apply to the Work of the
Subcontractor as defined in this Agreement, the Contrac-
tor shall assume toward the Subcontractor all the obliga-
tions and responsibilities that the Owner, by those Doc-
uments, assumes toward the Contractor, and shall have
the benefit of all rights, remedies and redress against the
Subcontractor which the Owner, by those Documents,
has against the Contractor. Where any provision of the

Contract Documents between the Owner and the Con-
tractor is inconsistent with any provisions of this Agree-
ment, this Agreement shall govern.
12.2 SERVICES PROVIDED BY THE CONTRACTOR
12.2.1 The Contractor shall cooperate with the Subcon-
tractor in scheduling and performing his Work to avoid
conflicts or interference in the Subcontractor's Work, and
shall expedite written responses to submittals made by
the Subcontractor in accordance with Paragraphs 11.2,
11.9 and 11.10. As soon as practicable after execution of
this Agreement, the Contractor shall provide the Subcon-
tractor a copy of the estimated progress schedule of the
Contractor's entire Work which the Contractor has pre-
pared and submitted for the Owner's and the Architect's
information, together with such additional scheduling
details as will enable the Subcontractor to plan and per-
form his Work properly. The Subcontractor shall be noti-
fied promptly of any subsequent changes in the progress
schedule and the additional scheduling details.
12.2.2 The Contractor shall provide suitable areas for
storage of the Subcontractor's materials and equipment
during the course of the Work. Any additional costs to
the Subcontractor resulting from the relocation of such
facilities at the direction of the Contractor shall be reim-
bursed by the Contractor.
12.3 COMMUNICATIONS
12.3.1 The Contractor shall promptly notify the Subcon-
tractor of all modifications to the Contract between the
,7-- Owner and the Contractor which affect this Subcontract
S and which were issued or entered into subsequent to the
execution of this Subcontract.
12.3.2 The Contractor shall not give instructions or or-
ders directly to employees or workmen of the Subcon-
tractor except to persons designated as authorized repre-
sentatives of the Subcontractor.
12.4 PAYMENTS TO THE SUBCONTRACTOR
12.4.1 Unless otherwise provided in the Contract Docu-
ments, the Contractor shall pay the Subcontractor each
progress payment and the final payment under this Sub-
contract within three working days after he receives pay-
ment from the Owner, except as provided in Subpara-
graph 12.4.3. The amount of each progress payment to
the Subcontractor shall be the amount to which the Sub-
contractor is entitled, reflecting the percentage of com-
pletion allowed to the Contractor for the Work of this
Subcontractor applied to the Contract Sum of this Sub-
contract, and the percentage actually retained, if any,
from payments to the Contractor on account of such Sub-
contractor's Work, plus, to the extent permitted by the
Contract Documents, the amount allowed for materials
and equipment suitably stored by the Subcontractor, less
the aggregate of previous payments to the Subcontractor.
12.4.2 The Contractor shall permit the Subcontractor to
request directly from the Architect information regarding
the percentages of completion or the amount certified on
account of Work done by the Subcontractor.
12.4.3 If the Architect does not issue a Certificate for
'Payment or the Contractor does not receive payment for
any cause which is not the fault of the Subcontractor, the
Contractor shall pay the Subcontractor, on demand, a

progress payment computed as provided in Subparagraph
12.4.1 or the final payment as provided in Article 6.
12.5 CLAIMS BY THE CONTRACTOR
12.5.1 The Contractor shall make no demand for liqui-
dated damages for delay in any sum in excess of such
amount as may be specifically named in this Subcontract,
and liquidated damages shall be assessed against this
Subcontractor only for his negligent acts and his failure to
act in accordance with the terms of this Agreement, and
in no case for delays or causes arising outside the scope
of this Subcontract, or for which other subcontractors are
responsible.
12.5.2 Except as may be indicated in this Agreement, the
Contractor agrees that no claim for payment for services
rendered or materials and equipment furnished by the
Contractor to the Subcontractor shall be valid without
prior notice to the Subcontractor and unless written no-
tice thereof is given by the Contractor to the Subcontrac-
tor not later than the tenth day of the calendar month
following that in which the claim originated.
12.6 CONTRACTORS' REMEDIES
12.6.1 If the Subcontractor defaults or neglects to carry
out the Work in accordance with this Agreement and fails
within three working days after receipt of written notice
from the Contractor to commence and continue correc-
tion of such default or neglect with diligence and prompt-
ness, the Contractor may, after three days following re-
ceipt by the Subcontractor of an additional written no-
tice, and without prejudice to any other remedy he may
have, make good such deficiencies and may deduct the
cost thereof from the payments then or thereafter due the
Subcontractor, provided, however, that if such action is
based upon faulty workmanship or materials and equip-
ment, the Architect shall first have determined that the
workmanship or materials and equipment are not in ac-
cordance with the Contract Documents.

ARTICLE 13
ARBITRATION
13.1 All claims, disputes and other matters in question
arising out of, or relating to, this Subcontract, or the
breach thereof, shall be decided by arbitration, which
shall be conducted in the same manner and under the
same procedure as provided in the Contract Documents
with respect to disputes between the Owner and the
Contractor, except that a decision by the Architect shall
not be a condition precedent to arbitration. If the Con-
tract Documents do not provide for arbitration or fail to
specify the manner and procedure for arbitration, it shall
be conducted in accordance with the Construction In-
dustry Arbitration Rules of the American Arbitration Asso-
ciation then obtaining unless the parties mutually agree
otherwise.
13.2 Except by written consent of the person or entity
sought to be joined, no arbitration arising out of or relat-
ing to the Contract Documents shall include, by consoli-
dation, joinder or in any other manner, any person or en-
tity not a party to the Agreement under which such arbi-
tration arises, unless it is shown at the time the demand
for arbitration is filed that (1) such person or entity is sub-
stantially involved in a common question of fact or law,

(2) the presence of such person or entity is required if
complete relief is to be accorded in the arbitration, (3)
the interest or responsibility of such person or entity
in the matter is not insubstantial, and (4) such person or
entity is not the Architect, his employee or his consultant.
This agreement to arbitrate and any other written agree-
ment to arbitrate with an additional person or persons
referred to herein shall be specifically enforceable under
the prevailing arbitration law.
13.3 The Contractor shall permit the Subcontractor to
be present and to submit evidence in any arbitration pro-
ceeding involving his rights.
13.4 The Contractor shall permit the Subcontractor to
exercise whatever rights the Contractor may have under
the Contract Documents in the choice of arbitrators in
any dispute, if the sole cause of the dispute is the Work,
materials, equipment, rights or responsibilities of the Sub-
contractor; or if the dispute involves the Subcontractor
and any other subcontractor or subcontractors jointly, the
Contractor shall permit them to exercise such rights
jointly.
13.5 The award rendered by the arbitrators shall be final,
and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof.
13.6 This Article shall not be deemed a limitation of any
rights or remedies which the Subcontractor may have un-
der any Federal or State mechanics' lien laws or under
any applicable labor and material payment bonds unless
such rights or remedies are expressly waived by him.

ARTICLE 14
TERMINATION
14.1 TERMINATION BY THE SUBCONTRACTOR
14.1.1 If the Work is stopped for a period of thirty days
through no fault of the Subcontractor because the Con-
tractor has not made payments thereon as provided in
this Agreement, then the Subcontractor may without prej-
udice to any other remedy he may have, upon seven addi-
tional days' written notice to the Contractor, terminate
this Subcontract and recover from the Contractor pay-
ment for all Work executed and for any proven loss re-
sulting from the stoppage of the Work, including reason-
able overhead, profit and damages.
14.2 TERMINATION BY THE CONTRACTOR
14.2.1 If the Subcontractor persistently or repeatedly
fails or neglects to carry out the Work in accordance with
the Contract Documents or otherwise to perform in ac-
cordance with this Agreement and fails within seven days
after receipt of written notice to commence and continue
correction of such default or neglect with diligence and
promptness, the Contractor may, after seven days follow-
ing receipt by the Subcontractor of an additional written
notice and without prejudice to any other remedy he
may have, terminate the Subcontract and finish the Work
by whatever method he may deem expedient. If the
unpaid balance of the Contract Sum exceeds the expense
of finishing the Work, such excess shall be paid to the
Subcontractor, but if such expense exceeds such unpaid
balance, the Subcontractor shall pay the difference to the
Contractor.

ARTICLE 15
MISCELLANEOUS PROVISIONS
15.1 Terms used in this Agreement which are defined in the Conditions of the Contract shall have the meanings des-
ignated in those Conditions.
15.2 The Contract Documents, which constitute the entire Agreement between the Owner and the Contractor, are
listed in Article 1, and the documents which are applicable to this Subcontract, except for Addenda and Modi-
fications issued after execution of this Subcontract, are enumerated as follows:
(List below the Agreement, the Conditions of the Contract [General, Supplementary, and other Conditions], the Drawings, the Specifications, and any
Addenda and accepted Alternates, showing page or sheet numbers in all cases and dates where applicable. Continue on succeeding pages as required.)

This Agreement entered into as of the day and year first written above.

This section sets forth modifications and additions to the Agreement
and General Conditions (AIA Doc. A401).

2. GENERAL:

Wherever the terms "Owner" or "Contractor" are used, it shall refer to
the Historic St. Augustine Preservation Board.

3. ARTICLE 1 THE CONTRACT DOCUMENTS:

The following paragraph is hereby added:

1.3 Contract Documents: Technical specifications shall control
over general plans, large scale details shall control over small
scale, and figure dimensions over scaled dimensions. Addenda
and change orders supersede only affected portions of the docu-
ments.

4. ARTICLE 5 PROGRESS PAYMENTS:

Add the following to Paragraph 5.2:

The Subcontractor shall submit with his second monthly applica-
tion for payment, and with every monthly application for payment
thereafter, a Certificate for Payment, AIA Doc. G702. Certifi-
cates shall be notarized affirming that all supplies, labor, etc.
that have earned payment shown on the immediately previous monthly
estimate have been paid in full. Applications for Payment will
not be approved without submission of this Certificate. Each pay-
ment request shall be for the cost of work done and the value of
materials suitably stored at the site since the time of the last
previous Application for Payment. The Architect shall certify
a payment of 90% of the value of the work and materials as noted
above according to his best judgment of the correct amount. Ten
(10) percent shall be retained until the completion and acceptance
of the work.

5. ARTICLE 8 TEMPORARY FACILITIES AND SERVICES:

Add the following to Paragraph 8.1:

Temporary facilities and services as specified in Section 1B will
be furnished by the Contractor.

E-2
MODIFICATIONS AND ADDITIONS TO
AGREEMENT AND GENERAL CONDITIONS

6. ARTICLE 9 INSURANCE:

The following paragraph is hereby added:

9.3 Subcontractors shall obtain all of the following types of insurance.
All insurance policies shall be with insurers qualified and doing
business in Florida.

Workmen's Compensation Insurance: The subcontractor shall take out
and maintain during the life of this agreement workmen's compensa-
tion insurance for all of his employees connected with the work of
this project. Such insurance shall comply fully with the Florida
Workmen's Compensation Law.

Contractor's Public Liability and Property Damage Insurance: The
subcontractor shall take out and maintain during the life of this
agreement Comprehensive General Liability and Comprehensive Auto-
mobile Liability Insurance as shall protect him from claims for
damage for personal injury, including accidental death, as well as
claims for property damages which may arise from operating under
this agreement, whether such operations be by himself or by anyone
directly or indirectly employed by him, and the amount of such
insurance shall be the minimum limits as follows:

Insuring clause for both bodily injury and property damage shall be
amended to provide coverage on an occurrence basis.

Contractual Liability-Work Contracts: The Subcontractor's Liability
Policy shall cover such contracts when they are affected.

Indemnification Rider: The Subcontractor's Liability Policy shall
provide a "Hold Harmless" rider to cover the provisions of Article
4.18 of the referenced AIA General Conditions and this shall be so
noted on the Contractor's Certificate of Insurance. Article 4.18
of the referenced AIA General Conditions is hereby revised to in-
clude the following acknowledgment.
The Contractor hereby acknowledges receipt of ten dollars and other
good and valuable consideration from the Owner and acknowledges
receipt of ten dollars and other good and valuable consideration
from the Architect/Engineer in exchange for giving the Owner and
the Architect/Engineer, respectively, the indemnification provided
above in accord with Article 4.18 of the AIA General Conditions
which form a part of the Contract Documents.

E-3
MCDIFICATIONS AND ADDITIONS TO
AGREEMENT AND GENERAL CONDITIONS

6. ARTICLE 9 INSURANCE: (Continued)

Owner's Protective Liability Insurance: The Owner will provide and
maintain during the course of the work Owner's Protective Liability
Insurance.

Fire and Extended Coverage Insurance: The Owner will provide and
maintain during the course of the work a Fire and Extended Coverage
Form, with all risk endorsement.

7. ARTICLE 11 SUBCONTRACTOR:

Add the following to Paragraph 11.6.1:

Subcontractor shall complete final clean-up for his portion of the work
as specified in Section 1C.